Cyrus Mistry was not aware about October 24 meet agenda

However, the Tata Sons board meeting on October 24 deviated from the usual routine. Before the board of directors gathered, the entire agenda for the meeting was shared with all of them but for one item, which was not shared with Cyrus Mistry, the chairman of the board.Reeba Zachariah&Partha Sinha | TNN | October 26, 2016, 09:07 IST

Bombay House, the Tata group's headquarters in MumbaiMUMBAI: Usually board members are informed in advance about the agenda for a meeting so that they have enough time to prepare for discussions that would come up during those meetings. Normally those meetings are predictable too.

However, the Tata Sons board meeting on October 24 deviated from the usual routine. Before the board of directors gathered, the entire agenda for the meeting was shared with all of them but for one item, which was not shared with Cyrus Mistry, the chairman of the board.

This one entry, listed among ‘other items’ was the crucial proposal that concerned Mistry’s tenure as chief of Tata Sons. This ‘item’ was, for some reason, buried among several other items. What’s even more curious is that this particular ‘other item’ was missing from the note that was sent to Mistry.

So, in effect, eight of the nine-member Tata Sons board knew that they would discuss cutting short Mistry’s tenure as chairman at one of India’s richest privately-held companies. Mistry, who was till then the chairman of the board, had no idea about it. This also raises the question of who moved this particular ‘other item’ at the board meet that ran for several hours.

However, Mistry was aware by then that a faction of the board was keen to see him step down. Ratan Tata and Nitin Nohria, dean of the Harvard Business School, had met him and “tried to persuade him” to step down, according to one of the group’s legal advisors Mohan Parasaran. Mistry rejected the suggestion.

At the meeting that followed, six of the eight members excluding Mistry voted in favour of his removal while two abstained. According to a lawyer, if there is a controversial item in the board agenda, the person against whom the particular item has been moved will not participate in the vote. That, probably, explains why Mistry didn’t vote during the October 24 meeting. “Good governance requires that you don’t participate in the voting if the matter is related to you,” the lawyer said.

A spokesperson for Tata Trusts, the largest shareholder of Tata Sons, said all the processes were followed during the crucial Monday board meeting.